Amendment No. 1 to Non-Exclusive Placement Agent Agreement between Palladium Capital Advisors, LLC and New Generation Biofuels Holdings, Inc.

Summary

This amendment updates the existing Non-Exclusive Placement Agent Agreement between Palladium Capital Advisors, LLC and New Generation Biofuels Holdings, Inc. Effective September 22, 2010, the amendment changes the compensation terms so that Palladium will receive 7% of the proceeds from investors it introduces, paid in shares of the company's common stock at the same time as shares are issued to those investors. All other terms of the original agreement remain unchanged.

EX-1.1 2 v197423_ex1-1.htm

Form of

Amendment 1

to Non-exclusive Placement Agent Agreement

Whereas the there exists a Non-Exclusive Placement Agent Agreement dated August 12, 2010 (the “Agreement”) between PALLADIUM CAPITAL ADVISORS, LLC, a Delaware limited liability company (“Palladium”), and NEW GENERATION BIOFUELS HOLDINGS, INC., a Florida corporation (the “Company”)and,

Whereas there is a mutual desire to amend the Agreement,

The Parties agree as follows, effective as of September 22, 2010, the date of this amendment, that Paragraph 4(a) of the Agreement shall be replaced in its entirety with the following:

Paragraph 4. (a) The Company agrees to pay Palladium, upon the culmination of each Transaction with Investors (each, a “Closing”), 7%, in shares of the Company’s Common Stock, of the proceeds received by the Company from such Investors introduced by Palladium. Shares of Common Stock payable hereunder by the Company to Palladium shall be issued at the same time on or about the same time as those issued to the Investors. .

All other provisions of the Agreement remain unchanged and are incorporated herein by reference.

PALLADIUM CAPITAL ADVISORS, LLC

By:
	Joel Padowitz, Chief Executive Officer

ACCEPTED AND AGREED

AS OF THE DATE FIRST

ABOVE WRITTEN:

NEW GENERATION BIOFUELS HOLDINGS, INC.

By:
	Mr. Dane Saglio, Chief Financial Officer